VANCOUVER, B.C., Aug. 16, 2001 (PRIMEZONE) -- Soho Resources Corp. ("Soho") (CDNX:SOH) (http://www.sohoresources.ca) is pleased to announce the following corporate update. Soho has restated and formalized the previous agreement between Soho and Huntford Resources Corporation ("Huntford") by completing an arrangement agreement between the two parties (the "Arrangement Agreement").
The Arrangement Agreement provides that Soho and Huntford will implement a plan of arrangement pursuant to the British Columbia Company Act. The plan of arrangement will become effective when all of the conditions set out in the Arrangement Agreement have been satisfied, waived or released and a final order of the Supreme Court of British Columbia has been accepted for filing by the Registrar of Companies under the British Columbia Company Act. The Arrangement Agreement is subject to certain approvals being obtained (including approval by 75% of Soho's shareholders of a special resolution, by a majority of Huntford's shareholders of an ordinary resolution and approval of the Supreme Court of British Columbia). Both Huntford and Soho intend to hold their respective meetings within the next month.
Pursuant to the Arrangement, all of Huntford's issued and outstanding shares, other than those held by dissenting Huntford shareholders (if any), will be transferred to Soho. In exchange therefor, Huntford's shareholders (other than dissenting shareholders) will be entitled to receive one (1) common share in the capital of Soho for every three (3) Huntford shares held.
The Arrangement Agreement will also be implemented in accordance with the share exchange provisions of the Colorado Business Corporations Act. The Colorado Business Corporations Act establishes certain rights and procedures for Huntford's shareholders to dissent to the proposed plan of arrangement and to obtain payment of the fair value of his or her Huntford shares.
Upon implementation of the plan of arrangement and satisfaction of the Huntford's shareholders dissent rights, (if any), Huntford will be a wholly owned subsidiary of Soho.
The annual general meeting and extraordinary meeting for Soho will be held on August 31, 2001. The special meeting for Huntford will be held on August 30, 2001. For additional information relating to the Arrangement, please refer to the Joint Management Information Circular of Soho and Huntford dated July 31, 2001.
Note: The Canadian Venture Exchange has not reviewed and does not take responsibility for the adequacy or accuracy of this release.